Note: This document has been translated from the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.

July 16, 2024
To all parties concerned:
Company:

Fujitec Co., Ltd.
(Stock Code 6406)

Representative: Masayoshi Harada
Representative Director, President and CEO
Contact:

Kosuke Sato
Director and Senior Managing Executive
Operating Officer,
General Manager of Finance HQ(TEL 072-622-8151)

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation
At a meeting held today, the Fujitec Co., Ltd. (“Company”) board of directors resolved to dispose of treasury shares(“Treasury Stock Disposal” or “Disposal") as follows.
1. Overview of Disposal(1)

Date of Disposal(2)

Class and Number of Sharesfor Disposal

August 16, 2024
5,776 shares of Fujitec Co., Ltd. common stock(3)

Disposal Price

4,444 yen per share(4)Total Value of Disposal

25,668,544 yen(5)Disposal Beneficiaries,Directors (excluding outside directors):

3

2,308 shares

and Number of Shares for

Executive officers:

19

3,468 shares

Disposal(not concurrently serving as Company directors)

Number of Beneficiaries,

2. Purpose and Reasons for Disposal
At a meeting held on May 12, 2021, the Fujitec Co., Ltd. board of directors resolved to adopt a restricted stock-based
compensation plan (“Plan”) for Fujitec directors other than outside directors (“Eligible Directors”) and executive officers
not concurrently serving as Company directors (collectively “Eligible Directors, Etc.”). The purpose of this new plan is toprovide an incentive for Eligible Directors, Etc. to improve the corporate value of the Company on an ongoing basis, aswell as to encourage a greater sense of shared interests with shareholders. At the 74th Ordinary General Meeting ofShareholders, held on June 22, 2021, shareholders approved the payment to Eligible Directors of monetary claims of up to
100 million yen per annum and issuance and/or disposal of up to 200,000 shares of the Company's common stock perannum, with transfer restriction periods for the restricted stock ranging from 3 to 40 years. Payment will be granted asmonetary remuneration for assets for the acquisition of said restricted stock ("restricted stock-based compensation").
The following provides an overview of the Plan.
Plan Overview
Eligible Directors, Etc. shall pay all monetary claims from the Company under the Plan as contributions in kind, receivingissuances, or disposals of Company common stock. The amount to be paid per share shall be determined by the board of
directors based on the closing price of the Company's common stock on the Tokyo Stock Exchange on the business dayimmediately preceding the date of the resolution of each board of directors meeting (or, if no trading of shares is conductedon the day in question, the closing price on the business day immediately preceding), to the extent that the amount is notparticularly favorable to the Eligible Directors, Etc. who are to receive said common stock.
In addition, a restricted stock allocation agreement ("Allotment Agreement") shall be executed between the Company andEligible Directors, Etc. for the issuance or disposal of Company common stock ("Stock") under the Plan. The details of said
agreement shall include (but not be limited to) the following two conditions: (1) Eligible Directors, Etc. may not transfer,
grant a security interest in, or otherwise dispose of Company common stock ("Transfer Restrictions") allocated under theAllotment Agreement (“Allotted Stock”) for a period of between 3 and 40 years as determined beforehand by theCompany's board of directors from the day an allotment is received under Allotment Agreement; and (2) in the event ofcertain conditions, the Company may acquire Allotted Stock free of charge (please see the Notice Concerning the Adoptionof a Restricted Stock-Based Compensation Plan, dated May 12, 2021, for details).
In consideration of factors such as the purpose of the Plan, the business conditions of the Company, the activities within theresponsibilities of each of the Eligible Directors, Etc., and their contribution to business performance, the Company decided
to grant 5,776 shares of Stock and a total monetary claims of 25,668,544 yen ("Monetary Claims") to 22 Eligible Directors,Etc. In addition, to instill a greater sense of shared interests with shareholders over the medium to long term, which is one
purpose of adopting the Plan, the transfer restriction period for these shares shall be 40 years.
In the Treasury Stock Disposal, Eligible Directors, Etc. who are to receive allotments shall pay all Monetary Claims fromthe Company under the Plan as contributions in kind, receiving disposals of said Stock. An overview of the Allotment
Agreement to be executed between the Company and Eligible Directors, Etc. related to Treasury Stock Disposal isprovided in Item 3, below.
3. Overview of Allotment Agreement(1) Restriction period
From August 16, 2024 (“Payment Date”) to August 16, 2064
(2) Treatment upon resignation, etc.
If an Eligible Director, Etc. resigns from all positions of director, executive officer not concurrently serving as
Company director, Audit & Supervisory Board member, senior adviser, corporate adviser, or other equivalent title at
the Company or a Company subsidiary prior to the expiration of the Restriction Period, the Company shall acquire asa matter of course the Allotted Stock without consideration, excluding cases in which said resignation is justifiable,
including the expiration of term of office, reaching mandatory retirement age, or death. The Company may alsoacquire as a matter of course Allotted Stock in other cases determined by the Company’s board of directors to bereasonable in which the Company acquire all Allotted Stock without compensation.
(3) Removal of restrictions
The Company will remove restrictions on the transfer of all Allotted Stock upon expiration of the Restriction Period,
provided that the Eligible Directors, Etc. have held at least one of the following positions on a continued basis during
the Restriction Period: director, executive officer not concurrently serving as Company director, Audit & Supervisory
Board member, senior adviser, corporate adviser, or other equivalent title.

In addition, if an Eligible Director, Etc. resigns from all positions of director, executive officer not concurrently
serving as Company director, Audit & Supervisory Board member, senior adviser, corporate adviser, or otherequivalent position at the Company or a Company subsidiary due to reasons for which said resignation is justifiable,
including expiration of term of office, reaching the mandatory retirement age, or death ("resignation" shall be deemedto include loss of position by death), transfer restrictions shall be removed immediately after the resignation of theEligible Director, Etc. In such event, the number of shares eligible for transfer restriction removal shall be calculated
as the product of the number of shares of Allotted Stock held as of the time of the resignation in question multipliedby the number of months from the month including Payment Date (however, this shall be read hereinafter as "themonth including the starting day of the 78th fiscal year" for executive officers not concurrently serving as Companydirectors) to the month including the day of the resignation of said Eligible Director, Etc., divided by 12 (if thenumber of months divided by 12 exceeds 1, then this number shall be 1; any fractional shares generated by thiscalculation shall be truncated).
(4) Management of stock
Allotted Stock shall be managed in a dedicated account opened by Eligible Directors, Etc. at Nomura Securities Co.,
Ltd. during the Restriction Period to ensure Shares cannot be transferred, granted as a security interest, or otherwise
disposed of during the Restriction Period. To ensure the effectiveness of transfer restrictions and other elements
related to the Allotted Stock, the Company has executed a contract with Nomura Securities Co., Ltd. in relation to themanagement of accounts for Allotted Stock held by each Eligible Director, Etc. Eligible Directors, Etc. shall agree tothe details of management of these accounts.
(5) Treatment in the event of organizational restructuring, etc.
If, during the Restriction Period, the Company's general meeting of shareholders (or Company’s board of directors if
approval by Company general meeting of shareholders is not required for the restructuring, etc., in question) approvesa merger agreement in which the Company is the dissolved company, a stock transfer agreement in which theCompany becomes a wholly owned subsidiary, or stock transfer plan or other organizational restructuring, etc., then,subject to a resolution of the board of directors, Transfer Restrictions on a certain number of shares shall be removed
immediately prior to the business day before the effective date of the organizational restructuring, etc. The relevant
number of shares shall be calculated as the product of the number of shares of Allotted Stock held at the time of theaforementioned approval multiplied by the number of months from the month including the Payment Date to themonth including the day of the approval in question, divided by 12 (if the number of months divided by 12 exceeds 1,
then this number shall be 1; any fractional shares generated by this calculation shall be truncated). In addition, theCompany shall acquire as a matter of course and without consideration all Allotted Stock for which Transfer
Restrictions were not removed immediately following the removal of Transfer Restrictions.
4. Basis for Calculation of Payment Amount and Specific Details
Treasury Stock Disposal shall be conducted using Monetary Claims as property contributed in kind. To eliminate
arbitrariness, the disposal price shall be 4,444 yen, which is the closing price of the Company's common stock on the Tokyo
Stock Exchange on July 12, 2024 (the business day immediately preceding the date of resolution of the board of directors).
This price represents the market price immediately preceding the date of resolution of the board of directors, and therefore,
we believe it to be reasonable and not a price that is particularly favorable.
End